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Pallinghurst Resources Limited announces a restructuring of the group including an offer to acquire the minority interests of Gemfields plc (

19 May 2017

HAMILTON, Bermuda – May 19, 2017 – In a filing with the Bermuda Stock Exchange dated 19 May 2017, Pallinghurst Resources Limited (the “Company”; Ticker: PALLRES.BH), announces a restructuring of the group including an offer to acquire the minority interests of Gemfields plc ("Gemfields")



(Incorporated in Guernsey)

(Guernsey registration Number: 47656)

(South African external company registration number 2009/012636/10)

Share code on the BSX: PALLRES ISIN: GG00B27Y8Z93

Share code on the JSE: PGL



Pallinghurst announces a restructuring of the group including an offer to acquire the minority interests of Gemfields plc ("Gemfields")


Pallinghurst was founded in September 2007 as a limited life mining investment fund to source and develop new value accretive mining projects. This phase of Pallinghurst's development has now been achieved with three key assets successfully developed. These include:

·         Gemfields - a leading supplier of responsibly sourced coloured gemstones;

·         Tshipi - one of the lowest cost manganese producers in the world; and

·         Sedibelo - a large scale open pit PGM mining operation in South Africa.

The development of these assets has created significant uplift in the net asset value of Pallinghurst. This value, however, has not been reflected in Pallinghurst's listed share price given the complexities in the structure (including an external management company and multiple entry points into the Pallinghurst Group's assets), complex accounting policies which makes comparison to peers difficult and which is compounded by the lack of consolidated earnings and cash flows.



To unlock value, Pallinghurst now proposes to address these issues and implement a restructuring of the group which will include:

·         making an offer which, if approved and implemented, will result in Pallinghurst acquiring the entire issued and to be issued share capital of Gemfields not already owned by the Pallinghurst group (the "Offer") and post the completion of the Offer, move to de-list Gemfields from the AIM market of the London Stock Exchange ("LSE");

·         the potential conversion to an operating mining company; and

·         collapsing Pallinghurst's investment structure and simplifying its management arrangements.

The result will be a renewed Pallinghurst with a simplified operating model and an in-house management team. The value of the underlying assets will be more clearly demonstrable with clearer earnings and operating metrics that can be benchmarked against industry peers. The revised structure model will allow Pallinghurst to rationalise costs across the group by simplifying the group's structures.

Post completion of the Offer, Pallinghurst expects to have an enlarged market capitalisation, improved trading liquidity and equity broker coverage. The board of directors of Pallinghurst (the “Pallinghurst Board”) believes that the combination of these factors should be value accretive for all shareholders.


Description of the Offer

Pallinghurst intends to make an offer which, if approved and implemented, will result in Pallinghurst acquiring the entire issued and to be issued share capital of Gemfields not already owned by the Pallinghurst group. Under the terms of the Offer, Gemfields shareholders will be entitled to receive for each Gemfields share: 1.91 new Pallinghurst ordinary shares in respect of which valid acceptances are received. The exchange ratio of the Offer has been determined using the 30 day volume weighted average price for both Pallinghurst and Gemfields as well as the spot ZAR/GBP exchange rate as on 17 May 2017.

Based on the closing exchange rate of ZAR17.14=£1.00 (source: Reuters) and the closing price of the Pallinghurst ordinary shares of ZAR3.45 on 17 May 2017, being the Latest Practicable Date before the Offer announcement, the Offer values each Gemfields share at 38.5 pence and values the entire issued and to be issued ordinary share capital of Gemfields at approximately £211.5 million. 

The table below sets out what the enlarged share capital of Pallinghurst will be and the percentage of shares in the enlarged share capital of Pallinghurst that Gemfields shareholders will have, depending on the level of acceptances received (and, where appropriate, such number of Gemfields shares that Pallinghurst and any of its wholly owned subsidiaries has acquired or agreed to acquire whether pursuant to the Offer or otherwise):

Level of acceptances

Number of new Pallinghurst ordinary shares (millions)*

Enlarged number of Pallinghurst ordinary shares (millions)

Percentage of ordinary shares held by Gemfields shareholders in the enlarged share capital of Pallinghurst*
















* including such number of Gemfields shares that Pallinghurst and any of its wholly owned subsidiaries has acquired or agreed to acquire whether pursuant to the Offer or otherwise. Level of acceptance refers to the percentage of total Gemfields share capital to be owned by Pallinghurst post-completion.

(1) this would arise if acceptances of 90% or more of the Gemfields shares to which the Offer relates were obtained.

Pallinghurst's management has a strong track record of effecting cost reductions in its investments and intends to work with Gemfields management in reducing the overall cost profile of the enlarged group following the acquisition. Following the completion of the Offer, Pallinghurst intends to engage with Gemfields management to identify opportunities for cost reduction, including, but not limited to, streamlining the management, administration and removing any overlapping functions. Accordingly, it is Pallinghurst’s intention to apply for the de-listing of Gemfields from the AIM market of the LSE (assuming that the Offer becomes unconditional) and, subject to reaching at least 90% of the Gemfields shares to which the Offer relates, compulsorily acquiring all of the remaining Gemfields shares.

The new Pallinghurst ordinary shares will be the subject of an application for admission to trading on the “Investment Equity” sector of the main board of the JSE Limited.

 Text Box: 19Rationale for the Offer and prospects

Gemfields in its current form was created in 2008 when Pallinghurst and the Pallinghurst Co-Investors contributed the Kagem emerald mine to Gemfields, its core operating asset, for shares. This transaction made Pallinghurst and the Pallinghurst co-investors the majority shareholders of Gemfields. Subsequently, in 2013, Pallinghurst and the Pallinghurst co-investors contributed Fabergé Limited (“Fabergé”) to Gemfields, increasing the Pallinghurst group’s direct ownership in Gemfields to the current level of 47.09%.

As such, from the outset, Pallinghurst has been the largest shareholder of Gemfields, making its investment in Gemfields a core component of Pallinghurst’s value proposition to its shareholders. Therefore, unlocking Gemfields’ full value potential is of paramount importance to Pallinghurst and its shareholders.

Pallinghurst believes that, since its investment, the performance of the Gemfields share price has been disappointing and despite the major positive developments, Gemfields’ shareholders, including Pallinghurst, have not benefited appropriately. The share price of Gemfields has not increased over the last decade, and over the last year has suffered a material decline.

The poor share price performance of Gemfields has in turn, adversely affected the share price performance of Pallinghurst. The key motivation for the Offer is to address this material issue.

Gemfields remains an attractive and unique business; however, within the current structure, Gemfields will continue to be constrained by:

·         limited access to equity and debt capital markets;

·         low liquidity in the trading of Gemfields Shares;

·         a high cost base; and hence

·         depressed profitability.

Pallinghurst believes that the proposed restructuring and integration of Gemfields will enable Gemfields to perform to its full potential, materially improve trading liquidity and promote a re-rating of the enlarged group.

To date, Pallinghurst has been unable to freely support the funding of Gemfields’ growth strategy. According to the relationship agreement, Pallinghurst and the



Pallinghurst co-investors cannot influence the operations of Gemfields that would customarily come with Pallinghurst and the Pallinghurst co-investors’ level of ownership. Due to Gemfields' depressed profitability and restricted access to third party capital over the past few years, Pallinghurst has had to provide Gemfields with debt facilities.

Following the Offer, the enlarged group will have a larger market capitalisation, an enhanced free float, improved market coverage and an expected improvement in liquidity – all of these factors will support a re-rating, as well as providing improved access to equity capital markets. In addition, as Gemfields will fully become part of Pallinghurst’s larger and more balanced asset base, it should achieve more attractive access to debt funding.

Having raised in excess of US$ 2 billion of equity capital for Pallinghurst and its underlying investments, Pallinghurst’s management team has a proven track record of fund raising. Pallinghurst will use this experience, as well as utilising its existing network of global, long-term Pallinghurst co-investors, to access capital for the enlarged group’s operations.

This improved access to additional long-term capital will enable Gemfields to fund its existing projects, as well as accelerate its portfolio of growth projects. In doing so, Pallinghurst expects to unlock the inherent value of Gemfields’ major assets. As per the values contained in the independent competent persons reports for Kagem (dated September 2015) and Montepuez (dated July 2015), the value potential is significant. However, this value unlock cannot be achieved by Gemfields in the current structure. Hence the completion of the Offer is essential for the shareholders of both Pallinghurst and Gemfields and will position Gemfields to realistically achieve its publicly stated objective of becoming the “De Beers of the Coloured Gemstone Industry”.

In order to achieve this, following a combination of Pallinghurst and Gemfields, Pallinghurst intends to:

·         focus on Gemfields' core emerald and ruby operations in Zambia and Mozambique respectively and develop these to optimal scale;

·         accelerate the development of its existing portfolio of projects to mitigate the dependency on its attractive, but cyclical assets;

·         explore all strategic alternatives for Fabergé, where significant growth capital is still required to reach its full potential; and

·         improve profitability by pursuing cost reductions across the enlarged group.

 Pallinghurst’s management has a strong track record of effecting cost reductions in its investments and intends to work with Gemfields management in reducing the overall cost profile of the enlarged group following the acquisition. Pallinghurst shall seek to identify opportunities for cost reduction, streamlining the management, administration and removing any overlapping functions with those which are currently outsourced by Pallinghurst, but which will be brought in-house after the implementation of the restructuring.

Following the successful completion of the Offer, Gemfields will be controlled and managed by Pallinghurst and, assuming that Pallinghurst becomes in due course an operating mining company, will be consolidated as a subsidiary.  As such, Pallinghurst’s executive directors will have responsibility to manage all of Pallinghurst’s investments, including Gemfields. Pallinghurst’s current intention is to review the enlarged group’s business model (with access to Gemfields’ information and following discussions with Gemfields’ management) and will make any necessary structural changes that are required at that point.




In conclusion, Pallinghurst believes that following the successful completion of the Offer, as well as the implementation of the restructuring, Pallinghurst will have the ability to both increase revenue as well as reduce costs and hence significantly improve the profitability of the enlarged group. This will, in turn, unlock Gemfields’ potential value fully for the benefit of all shareholders. 

Pallinghurst is offering its ordinary shares as consideration for the Offer, allowing existing Gemfields shareholders the ability to continue to benefit from being exposed to Gemfields and other quality assets through Pallinghurst. Pallinghurst’s shareholders will increase their relative exposure to Gemfields, as Pallinghurst materially increases its component of its overall portfolio.

Pallinghurst is not offering a premium to Gemfields shareholders as:

·         Pallinghurst and Pallinghurst Co-Investors already have an interest in approximately 73% of Gemfields;

·         the combination of Pallinghurst and Gemfields, together with the broader restructuring proposed by Pallinghurst will facilitate a value unlock which will fairly benefit both sets of shareholders; and

·         the terms of the Offer have been accepted by a majority of Gemfields shareholders, including the two largest minority Gemfields shareholders, which have provided Pallinghurst with irrevocable undertakings to accept the Offer on the proposed terms.

Accordingly, Pallinghurst believes that the Offer is attractive as it can unlock value for shareholders.

Information on Gemfields

Gemfields is a producer of coloured gemstones. Gemfields’ principal assets include Zambian emerald and amethyst assets, ruby assets in Mozambique, sapphire interests in Sri Lanka and other gemstone interests in Madagascar and Ethiopia. Gemfields is a public limited company, listed on AIM.

Gemfields is a world leading supplier of responsibly sourced coloured gemstones. It delivers a steady supply of high quality, graded rough gemstones through internationally held auctions with an ability to be a price maker not a price taker. Gemfields operates a “mine and market” strategy, meaning it focuses on both ends of the value chain, representing what it believes to be the two most important segments.

The auctions are held in secure locations with the material separated into homogeneous lots and have either been produced by Gemfields (and are certified accordingly) or obtained by Gemfields from third parties. The world’s leading rough gemstone buyers submit sealed bids for individual lots. A sale occurs if the highest bid received exceeds a pre-determined, but undisclosed, reserve price. The auctions have brought a level of professionalism and transparency previously not seen in the industry.

As there was no industry standard for evaluating rough coloured gemstones, Gemfields established its own grading system to assess each gem according to its individual characteristics (size, colour, shape and clarity). This approach has been instrumental in providing buyers with confidence in the consistent quality of the material on offer. Gemfields used this grading system to develop three auction classes, one offering higher quality gemstones, one for the larger volume of lower quality gemstones and the last offering mixed quality gemstones.

As at 17 May 2017, there were 549,816,476 ordinary shares of £0.01 each in the capital of Gemfields in issue.

Overview of Gemfields’ Key Assets



Gemfields’ key assets include ownership of:

·         75% of the Kagem emerald mine;

·         75% of the Montepuez ruby mine;

·         50% of the Kariba amethyst mine; and

·         100% of Fabergé Limited, one of the world’s most well recognised luxury brand names.

Gemfields also owns and operates ubiquitous coloured gemstone sorting, grading and supply infrastructure, and has several exploration and expansion projects including in Zambia (emeralds and amethyst), Mozambique (rubies), Ethiopia (emeralds), Sri Lanka (sapphires) and Madagascar (rubies, emeralds and sapphires).


The conditions to the Offer include (among others):

·         Pallinghurst having received valid acceptances of the Offer in respect of Gemfields shares which, together with any Gemfields shares held by Pallinghurst, constitute not less than 75% of the voting rights in Gemfields; and

·         the passing at the Pallinghurst general meeting by the requisite majority of Pallinghurst shareholders of such resolution as is necessary to approve, implement and effect the Offer in accordance with the Category 1 requirements under the JSE Listings Requirements.

The Offer is expected to close in the third quarter of calendar 2017.

Irrevocable Undertakings

Pallinghurst has received the following irrevocable undertakings from Gemfields shareholders:

·         NGPMR (Cayman) L.P. in respect of its interests in 72,497,243 Gemfields Shares, representing approximately 13.19%;

·         Investec Pallinghurst (Cayman) L.P. in respect of its interests in 68,273,047 Gemfields Shares, representing approximately 12.42%;

·         Pallinghurst (Cayman) Founder L.P. in respect of its interests in 5,391,081 Gemfields Shares, representing approximately 0.98%;

·         Dr Christo Wiese in respect of his interests in 2,494,583 Gemfields Shares, representing approximately 0.45%;

·         Sean Gilbertson in respect of his interests in 300,000 Gemfields Shares, representing approximately 0.05%; and

·         Oasis Asset Management and Oasis Crescent Capital in respect of its collective interests in 6,008,981 Gemfields Shares, representing approximately 1.09%.

The irrevocable undertakings commit the relevant shareholders to accept the Offer and to accept new Pallinghurst ordinary shares in exchange for all their Gemfields shares. The irrevocable undertakings cease to be binding if the Offer lapses or is withdrawn without becoming unconditional in all respects or a third party announces a firm intention to acquire the share capital of Gemfields and such proposal provides for consideration of more than 10% premium to the price per Gemfields share being offered by Pallinghurst.




In aggregate, Pallinghurst has received irrevocable undertakings to accept the Offer in respect of a total of 154,964,935 Gemfields shares, representing, in aggregate, approximately 28.18% of the existing issued share capital of Gemfields as at 17 May 2017. Together, the irrevocable undertakings and Pallinghurst’s current holding in Gemfields constitute 75.3% of the total issued share capital of Gemfields.

Articles of association of Gemfields

Pallinghurst confirms that the provisions of the articles of association of Gemfields will not frustrate Pallinghurst’s compliance with the JSE Listings Requirements and that nothing contained in Gemfields articles of association will relieve Pallinghurst from compliance with the JSE Listings Requirements.

Value of net assets and profits of Gemfields

The value of 100% of the net assets of Gemfields at 31 December 2016, being Gemfields' most recent reporting date (the "Reporting Date"), was US$294.8 million and given Pallinghurst will be acquiring a maximum of 52.9% of the issued share capital of Gemfields the pro forma net assets of the acquired assets will be US$155.9 million. The 100% net loss after taxation of Gemfields for the six months ending on the Reporting Date, was US$(13.6 million) and given Pallinghurst will be acquiring a maximum of 52.9% of the issued share capital of Gemfields the pro forma net loss after taxation will be US$(7.2  million).


Pallinghurst is currently structured as an investment entity, listed on the main board of the JSE. Given the diverse nature of its investments it prepares its financial statements in terms of investment entity accounting which allows it to reflect the underlying investments at valuation but only reflect the actual cash flow, typically dividends through the income statement. There are no other similar mining investment entities currently listed on the JSE.

The current articles of incorporation of Pallinghurst ("Articles") provide that its initial life-span will end on 14 September 2017.  Pallinghurst is proposing to extend its life as a closed-ended company by 50 years. Following the closing of the Offer and post the approval of the proposed extension and while no decision has been made, if appropriate, Pallinghurst will consider becoming an operating mining company. If that decision is made, Pallinghurst will apply for its listing to be moved to the “Diversified Mining” sector of the JSE main board. Until this is approved, Pallinghurst will continue to account in terms of investment entity accounting provisions.

To give this effect, Pallinghurst is proposing to amend its Articles to extend its life by 50 years (the “Proposed Extension”). In order to implement these changes, it is necessary to make amendments to the Articles by way of a special resolution of Pallinghurst shareholders.

There are various amendments to the definitions and to other sections contained within the Articles that stem from the Proposed Extension. These amendments are detailed more particularly in the marked copy of the Articles attached at Appendix A to the Notice of General Meeting.

The Pallinghurst Board reminds shareholders that notwithstanding the proposed continued closed-ended status of Pallinghurst, shareholders are still able to realise the value of their investments through the trading platforms of either the JSE or the Bermuda Stock Exchange where Pallinghurst's equity securities are admitted to trading.

The directors of Pallinghurst (“Directors”) believe that the Proposed Extension is in the best interests of Pallinghurst and its shareholders as a whole, particularly when considered together with the proposed Offer. A disposal of Pallinghurst's minority stakes in its investments platforms on the expiry of the current life of the Pallinghurst would likely be expected at a material discount to the underlying value which would



be to the detriment of all Pallinghurst shareholders. The Proposed Extension will eliminate investor uncertainty in the short-term and provide clear guidance to the market on the Pallinghurst's long-term future.

 In accordance with Part 5 of the Authorised Closed-Ended Investment Schemes Rules 2008, the Guernsey Financial Services Commission ("GFSC") has been notified of the Proposed Extension and the corresponding amendments to the Articles, the proposed internalisation of Pallinghurst's investment management function, the proposed Offer and Pallinghurst's updated scheme particulars.

Future stock exchange listings

Pallinghurst is listed on the JSE and BSX. Following the Offer, Pallinghurst will consider the optimal listing locations for the enlarged group. Whilst no decision has been taken, Pallinghurst will engage with its shareholders and could consider moving the BSX listing to a premium listing on the main board of the LSE.

There are no certainties around this consideration and there is no guarantee that if an application is ultimately made to the UK Listing Authority, it will be successful. The Pallinghurst Board is continuing to explore various options to maximise Shareholder return and it will continue to update Shareholders if and when matters progress.


At the time of its initial public offering in 2007, the Pallinghurst management team committed to managing Pallinghurst for at least 10 years. As part of the Offer, and the proposed extension, the Pallinghurst management team will undertake to manage Pallinghurst for another 5 years, until July 2022.

Consistent with the conversion to a mining operating company, listed in the diversified mining sector, Pallinghurst proposes to internalise its management. To achieve this, Pallinghurst proposes to:

·         terminate the existing Investment Management Agreement for no consideration. All fees and carried interest arrangements will cease;

·         employ certain key Executive Directors, namely, Brian Gilbertson as Executive Chairman, Arne H. Frandsen as Chief Executive and Andrew Willis as Finance Director (the “Executive Directors”) on new employment contracts (the “Service Agreements”);

·         employ certain Senior Executives namely Sean Gilbertson, as Chief Investment Officer, and Priyank Thapliyal, as Chief Operating Officer; and

·         establish the Pallinghurst share plan to attract, retain and incentivize, amongst others, key Executive Directors and Senior Executives. In this regard, Brian Gilbertson, Arne H. Frandsen and Andrew Willis will be granted their options in their respective service agreements and subject to the terms of the Pallinghurst share plan.

Accordingly, the board of directors of Pallinghurst have approved the Service Agreements which will result in them making a further five year commitment to Pallinghurst and being committed to a restraint of trade during this period as well as for a 12 month period following a termination of their employment. The employment contracts provide for a base salary in line with market practice and bonus arrangements that is directly linked to share price performance.

Pallinghurst intends issuing share options to the Executive Directors and other senior executives.

The total number of ordinary shares which will form the subject matter of the Pallinghurst share plan will be 157.93 million of the ordinary shares. Each Executive Director will be granted an option to subscribe for such number of ordinary shares as



is equivalent to 2% of the Pallinghurst ordinary shares immediately after implementation of the Offer.

The Executive Directors share options will vest and become exercisable in five equal tranches of 20% on the following dates:

·         the date on which their employment commences; and

·         every year thereafter for the next 4 years.

The subscription price for the Executive Director share options will be an amount equal to the value per Pallinghurst ordinary share issued pursuant to the Offer.

This arrangement aligns the interests of management with shareholders to achieve a value-accretive share price performance.


Given the significant number of ordinary shares being issued pursuant to the Offer and the potential flow back of some of these new Pallinghurst ordinary shares, the Pallinghurst Board has deemed it prudent to obtain a general authority to buy back shares on the terms and conditions set out below and in accordance with the JSE Listings Requirements and Guernsey law.

The effect of the requisite Special Resolution, if approved, will be to grant Pallinghurst the general authority to repurchase up to 152,090,526 Pallinghurst ordinary shares, representing 20% of the issued share capital of Pallinghurst.

The Directors consider that a general authority should be put in place to acquire up to 152,090,526 Pallinghurst ordinary shares to retain the flexibility to buy back any ordinary shares in the open market to mitigate any flow back of the new Pallinghurst ordinary shares.


The Pallinghurst shareholders set out below, collectively representing 50.3% of the Pallinghurst ordinary shares in issue, have given an irrevocable undertaking to Pallinghurst to procure that its shares are voted in favour of the necessary resolutions on which they are entitled to vote proposed at the general meeting:

·         Oasis Crescent Capital (Proprietary) Limited in respect of 47,296,088 Pallinghurst Shares, representing approximately 6.22%;

·         Oasis Asset Management Limited in respect of 68,470,365 Pallinghurst Shares, representing approximately 9.00%;

·         Solway Finance Limited in respect of 67,386,056 Pallinghurst Shares, representing approximately 8.86%;

·         Titan Nominees Proprietary Limited in respect of 151,238,953 Pallinghurst Shares, representing approximately 19.89%;

·         Affinity Trust Limited ATO The Brian Gilbertson Discretionary Settlement in respect of 24,261,669 Pallinghurst Shares, representing approximately 3.19%;

·         Arne H. Frandsen in respect of 4,237,369 Pallinghurst Shares, representing approximately 0.56%;

·         Andrew Willis in respect of 2,446,054 Pallinghurst Shares, representing approximately 0.32%;

·         Sean Gilbertson in respect of 4,175,536 Pallinghurst Shares, representing approximately 0.55%;


·         Priyank Thapliyal in respect of 4,175,536 Pallinghurst Shares, representing approximately 0.55%;

·         Hlamogolo Capital (Pty) Ltd in respect of 8,325,334 Pallinghurst Shares, representing approximately 1.09%; and

·         Clive Harris in respect of 437,652 Pallinghurst Shares, representing approximately 0.06%.


A circular, including revised listing particulars, providing further information and a notice of general meeting will be posted to Pallinghurst shareholders in due course and a general meeting of Pallinghurst shareholders will be held on in due course to approve the resolutions proposed.


19 May 2017

Financial advisor and transaction sponsor: UBS

Legal advisor in South Africa: ENSAfrica

Legal advisor in the United Kingdom: White & Case LLP

Legal advisor in Guernsey: Mourant Ozannes

Independent reporting accountants: Deloitte LLP

Communications advisor: CapitalVoice

Investment advisor (London): Pallinghurst




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